Cosmo Pharmaceuticals to acquire BioXell

19.11.2009

Lainate – Italian company Cosmo Pharmaceuticals SpA has anounced to launch a public tender offer to acquire all outstanding shares of BioXell SpA. According to the pre-announcement, the drug manufacturer’s offer includes a total purchase price of up to CHF41.3m (EUR27.4), in return for 100% of BioXell’s outstanding share capital, consisting of CHF15.1m in cash, 1,132,500 newly issued Cosmo shares - each with a par value of 0.25 euros - and 1,132,500 options each, giving the the right to put the Cosmo shares to Cosmo at a strike price of CHF21 between 1st July 2011 and 31st December 2011. Cosmo’s offer is equivalent to CHF7.68 per BioXell share. This would be a premium of 17.1% over BioXell’s volume-weighted average closing share price over the last 60 trading days. The closing of the offer will be subject to Cosmo having received acceptances representing 60% of BioXell’s outstanding share capital, and to Cosmo agreeing to certain other conditions. Cosmo’s majority shareholder, Cosmo Holding SpA, has already given its support to the offer, and has committed to voting in favour of the required capital increase at a shareholders meeting, to be convened in December 2009. Cosmo expects to launch the offer in December. The offer is expected to close by the end of March 2010. BioXell’s board of directors simultaneously announced their support in favour of the proposed transaction with Cosmo, and will recommend to its shareholders that they accept Cosmo’s tender offer. In addition, Index Ventures and TVM Capital, who together own 19.7% of BioXell, have given undertakings to tender their shares into Cosmo's offer.

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